The following sets forth the terms and conditions of sale of Company products OOFOS (“Products”) from Company to the retail account (“Retailer”) wishing to purchase such Products, as well as the requirements of all Retailers in their sale of Products.
These terms and conditions shall apply to the sale by Company of all Products to Retailer to the exclusion of all other terms and conditions (including any terms or conditions which the Retailer purports to apply under any purchase order, confirmation of order or other document). Any variation to these terms and conditions shall have no effect unless expressly agreed in writing and signed by an authorised representative of Company. Company will notify general changes in these terms and conditions through regular communication with Retailer.
Unless previously agreed in writing by Company, the price (“Price”) for the Products payable by Retailer shall be the price stipulated by Company at the time the Retailer’s order for Products has been confirmed, and shall be exclusive of VAT and other applicable taxes, duties or levies, delivery charges, and insurance, all of which shall be payable by Retailer. The Price for all Products is subject to change without prior notice. Company will however endeavour to provide reasonable notice of any Price rises.
Orders may be placed over the phone, by fax, email, post or such other reasonable business methods as may be agreed from time to time by Company. By accepting an order through any medium, Company is under no obligation to supply the Products ordered. No additions or changes may be made to an order once placed. Company reserves the right to impose minimum order requirements in respect of Products, and low value and/or low quantity orders may attract an additional charge for carriage. In the event Company accepts a request from Retailer to cancel all or part of an Order, Company reserves the right to charge Retailer a reasonable cancellation charge based upon the administrative and delivery costs incurred by Sport Factory Ltd.
Orders will be delivered to the address nominated on the Retailer’s credit application form, unless otherwise agreed in writing by Company. Any delivery dates suggested are estimates only, and Company is not liable for any losses caused by late delivery or non-delivery of Products. If Company is prevented from fulfilling any order or contract or otherwise fulfilling its obligations within a reasonable time by force majeure, it will notify Retailer of the delay. Company shall be under no liability to Retailer and shall be entitled to extend the time or times for delivery or otherwise performing such contract for so long as such cause of prevention or delay shall continue. For the purpose of these terms and conditions "force majeure" shall be deemed to be any cause affecting the performance of these terms and conditions arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of Company. If delivery of any order is refused at the delivery address Company reserves the right to charge Retailer a reasonable cancellation charge based upon the administrative and delivery costs incurred by Sport Factory.
The Company shall sell Products only to retailers which have been approved by Company. Products may only be sold through Retailer’s specific individual retail premises which have been approved in advance by Company. Retailer shall provide a minimum of thirty (30) days written notice to Company prior to any planned change of ownership or intended relocation of premises. Company shall be under no obligation to continue to sell Products to any Retailer following a change of ownership of that Retailer or relocation of Retailer’s premises.
Each of Retailer’s approved retail premises must have a sufficient number of fully trained in-store staff to provide consumers with information and usage advice regarding the Products, and a designated area for consumers to try on Products that is properly maintained in a clean and tidy condition.
All Products shall be at the Retailer’s risk from the time they are delivered.
Notwithstanding delivery and the passing of risk in the Products, title and property in the Products, including full legal and beneficial ownership, shall not pass to the Retailer until Company has received in cash or cleared funds payment in full for all Products delivered to the Retailer under these terms and conditions and all other contracts between Company and the Retailer for which payment of the full price of the Products thereunder has not been paid.
Payment of the full price of the Products shall include the amount of any interest or other sum payable under these terms and conditions and any other contracts between the Company and the Retailer under which the Products were delivered.
Until property in the Products passes to the Retailer in accordance with these terms and conditions, the Retailer shall hold the Products as bailee for Company.
Without prejudice to any other rights that Company may have under these terms and conditions or otherwise, if the Products have not been paid for or if Company believes that the Products will not be paid for in accordance with these terms and conditions, then Company may at any time require the Retailer to deliver up the Products and if the Retailer fails to do so forthwith Company may enter any premises, including having reasonable vehicular access as required, of the Retailer and repossess the Products. For the purposes of this clause, the Retailer grants Company, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them or recover them.
Payment for the Products is due in UK pounds sterling (unless otherwise agreed in writing by Company) by bank transfer or cheque to be received by Company no later than the 30th day following the date of the invoice for the Products issued by Company. In some cases payment may be required before any Products are dispatched.
Time of payment for all Products shall be of the essence. If Retailer fails to pay Company any sums due, the Retailer will be liable to pay interest to Company on such sum from the due date for payment at the annual rate of two per cent (2%) over the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
Retailer shall not transfer or sell any Products to any unauthorised re-distributor, reseller or retailer, or through any internet auction/consignment site and or any internet mall/marketplace, nor shall Retailer sell any Products to a customer who is located outside of the European Economic Area. Retailer may only actively sell Products within the European Economic Area (active selling shall include but not be limited to advertising or setting up any distribution or agency arrangement outside the United Kingdom).
Retailer may only sell Products on a website it owns and/or operates if Retailer has been granted permission to make on-line sales of Products and the website is fully compliant with Company’s website requirements, as are communicated by time to time by Company and the contents of the website have been approved in writing by Company.
Retailer is not permitted to use any part or portion of the Company Intellectual Property as its business name, registered company name, the URL of any website owned or operated by Retailer, or logo used by Retailer or any part thereof. The Retailer will not and will not permit others to modify, change, dilute, alter or deface in any form or manner the Products and their contents, packaging, designs, labelling or the Company Intellectual Property.
Company shall have no obligation to take back Products unless they are defective. Company may charge a handling fee on Products returned due to overstocking or on termination of any account. In such a case, only Products in satisfactory condition to be resold will be accepted for credit. Returned Products will not be accepted after 30 days from date of purchase without prior arrangement.
Company’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the Products, or for any breach of these Conditions, or of any duty owed to the Retailer in connection with them shall be limited to the amount of the Price. Company shall not be liable for any delays in delivery, minor variations in colour, texture, shade and/or general appearance of the Products, any loss of profit or goodwill suffered or incurred by the Retailer or any third parties any indirect or consequential loss or the cost of substitute Products. For the avoidance of doubt, nothing in these Conditions shall exclude or restrict Company’s liability for any fraudulent misrepresentation made to the Retailer on which the Retailer relied in entering into any contract made under these Conditions or in relation to any statutory implied conditions as to title in the Products or to any person for death or personal injury to that person resulting from Company’s negligence or under the Consumer Protection Act 1987 (or any replacement or re-enactment thereof) to a person who has suffered damage (as defined therein) caused wholly or partly by a defect in the Products or to a dependant or relative of such a person.
Company may, at its discretion, suspend or terminate any account for any reason with immediate effect on written notice. For avoidance of doubt, suspension or termination does not relieve a Retailer of its responsibility to pay for Products it has ordered or fulfil its other obligations to Company.
We may undertake a search with a credit reference agency before accepting your credit application. We may also make enquiries about the principal directors with a credit reference agency. The credit reference agency will record these searches. We will monitor and record information relating to your trade credit performance and such records will be made available to credit reference agencies and other organisations to assess application for credit, fraud and debtor tracing.
Any costs incurred by Company in recovery or attempted recovery of Products or monies due by an Retailer including without limitation legal and other professional costs and expenses will be payable by the Retailer.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Any and all disputes arising between Retailer and Company will be subject to the exclusive jurisdiction of the English courts and shall be governed by English law.